EXHIBIT 10.3

                                FNC BANCORP, INC.

                             1997 STOCK OPTION PLAN

             1.  Purpose of the Plan.  The FNC Bancorp,  Inc.  1997 Stock Option
Plan (the "Plan") is intended to advance the interests of FNC Bancorp, Inc. (the
"Company") and its "subsidiaries" (as defined in Section 424 of Internal Revenue
Code of 1986, as amended (the "Code") by encouraging  and providing for officers
and other key employees of the Company and its subsidiaries to acquire shares of
the  Company's  common stock.  In addition,  the Plan is intended to enhance the
ability of the Company and its subsidiaries to attract and retain employees,  to
stimulate the efforts of such employees and to strengthen their desire to remain
in the employ of the Company and its subsidiaries.

             The Plan  provides for the grant of stock  options which qualify as
"incentive  stock options"  ("Incentive  Stock  Options")  within the meaning of
Section 422 of the Code,  or stock  options  which do not  qualify as  Incentive
Stock  Options  ("Non-Qualified  Stock  Options")  (Incentive  Stock Options and
Non-Qualified  Stock  Options  are  hereinafter   collectively  referred  to  as
"Options").

             2.  Stock  Subject  to the Plan.  The  maximum  number of shares of
common stock $1.00 par value ("Common Stock"), of the Company that may be issued
under  Options  granted  under the Plan  shall be a total of  125,000  shares of
Common Stock.  If an Option  expires or terminates  for any reason without being
exercised in full, the unpurchased  shares subject to such Option shall again be
available for purposes of the Plan.

             3.>  Administration  of the Plan. The Plan shall be administered by
the  full  Board of  Directors  or by a  committee  of the  Board  of  Directors
consisting of not less than two (2) non-employee  directors. As used herein, the
term  "Committee"  refers to such committee or, in the absence of appointment of
such committee, to the Board of Directors. Subject to the terms of the Plan, the
Committee  shall have full authority in its discretion to determine the officers
or  employees  of the  Company and its  subsidiaries  to whom  Options  shall be
granted and the terms and provisions of Options. In making such  determinations,
the Committee  may take into account the nature of the services  rendered and to
be  rendered  by the  respective  officers  and  employees,  their  present  and
potential  contributions to the Company and any other factors that the Committee
deems relevant.  The Committee may also make the issuance or exercise of Options
subject to the satisfaction of specified financial performance goals established
by the Committee in its  discretion.  Subject to the provisions of the Plan, the
Committee shall have full and conclusive authority to interpret and construe the
terms  and  intent of the  Plan;  to  prescribe,  amend  and  rescind  rules and
regulations  relating to the Plan; to determine the terms and  provisions of the
respective  Option  agreements  (which need not be  identical);  and to make all
other determinations necessary or advisable for the proper administration of the
Plan.

             4.  Eligibility and Limits.  Incentive Stock Options may be granted
only to  officers  and other key  employees  of the  Company  and its present or
future  subsidiaries.  No Incentive  Stock Option shall be granted to any person
who, at the time such Option is  granted,  owns (as defined in Sections  422 and
424 of the code)  Common  Stock  possessing  more than ten present  (10%) of the
total combined voting power of all classes of stock of the Company.  In the case
of an Incentive Stock Option,  the aggregate fair market value (determined as of
the time an  Incentive  Stock is granted) of Common  Stock with respect to which
Incentive Stock Options can become  exercisable for the first time by any person
during any one  calendar  year under this Plan and under all other  plans of the
Company and its subsidiary  corporations (within the meaning of Sections 422 and
424 of the Code) shall not exceed $100,000.


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         5. Incentive Stock Options and Non-Qualified Stock Options. At the time
any Option is granted under this Plan,  the Committee  shall  determine  whether
said Option is to be an Incentive Stock Option or a Non-Qualified  Stock Option,
and the Option  shall be clearly  identified  as to such  status.  The number of
shares as to which Incentive Stock Options and Non-Qualified Stock Options shall
be granted shall be determined by the Committee in its sole discretion,  subject
to the  provisions of Section 4 above with respect to the aggregate  fair market
value of the Stock for which an officer or employee  shall be granted  Incentive
Stock  Options in any calendar  year and subject to the  provisions of Section 2
above as to the total  number of shares for which  Options may be granted  under
the Plan.  At the time any  Incentive  Stock Option  granted  under this Plan is
exercised,  the  certificates  representing the shares of Common Stock purchased
pursuant to such  Option  shall be clearly  identified  as  representing  shares
purchased upon exercise of an Incentive Stock Option.

         6. Terms and Conditions of Options.  Subject to the following terms and
conditions,  all Options  granted under this Plan shall be in such form and upon
such terms and  conditions,  not  inconsistent  with this Plan, as the Committee
shall from time to time determine.

         (a) Option  Term.  No option shall be  exercisable  after the 
             expiration  of ten (10) years from the date the Option is granted.

         (b)  Option.  The option  price per share of Common  Stock  purchasable
under an Option  granted under this Plan shall be as set forth in the applicable
Option  agreement;  provided that the option price for an Incentive Stock Option
shall not be less  than the fair  market  value of a share of  Common  Stock (as
determined  in good faith by the  Committee)  on the date such  Incentive  Stock
Option is granted.  The date an Option is granted shall be the date on which the
Committee  has  approved  the  terms  and  conditions  of  an  Option  agreement
evidencing the Option, has determined the recipient of the Option and the number
of  shares  covered  by the  Option,  and has  taken  all such  other  action as
necessary to complete the grant of the Option.

         (c) Payment.  Payment for all shares purchased  pursuant to exercise of
an  Option  shall be made in  cash,  or if the  Option  agreement  provides,  by
delivery of Common Stock at its fair market value on the date of delivery.  Such
payment  shall  be made at the time  that the  Option  or any  part  thereof  is
exercised,  and no shares  shall be  issued  or  delivered  until  full  payment
therefore has been made.  The holder of an Option shall,  as such,  have none of
the rights of a shareholder.

         (d)  Conditions to Exercise of an Option.  Subject to the provisions of
paragraph (g) below,  each Option granted under the Plan shall be exercisable at
such time or times, or upon the occurrence of such event or events,  and in such
amounts, as the Committee shall specify in the Option agreement,  except that no
Option may be exercised to any extent until the holder shall have been  employed
by the Company or one of its  subsidiaries  for at least six (6) months from the
date of the grant.

         (e)  Nontransferability of Option. An Option shall not be assignable or
transferable  except by will or by the laws of  descent  and  distribution,  and
shall be  exercisable,  during the holder's  lifetime,  only by the holder.  Any
distributee by wil or by laws of descent and distribution  shall be bound by the
provisions of the Plan. Any attempt to assign, pledge, transfer,  hypothecate or
otherwise dispose of an Option, and any levy of execution, attachment or similar
process on an Option shall be null and void.



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         (f)  Termination of Employment or Death. In the event of termination of
employment  of the  holder for any reason  other than death or  disability,  the
holder may not  exercise an Option more than three (3) months  after the date of
such  termination  of  employment;  provided,  however,  that no Option shall be
exercised  following  the date of notice to the  holder  of  termination  of his
employment by the Company or by any of its  subsidiaries for violation by him or
her of any provision of any written  employment  contract between the Company or
any of its subsidiaries and the holder, or for "cause" (as defined in the Option
agreement  between  the  holder  and  the  Company).  Upon  any  termination  of
employment of the holder by reason of disability,  within the meaning of Section
22(e)(3) of the Code,  the holder may not  exercise an Option  later than twelve
(12) months after the date of such  termination of employment.  If the holder of
an Option  dies,  such  Option may be  exercised  (to the extent that the holder
shall  have been  entitled  to do so at the date of his  death) by a legatee  or
legatees of the holder under his last will,  or by his personal  representatives
or  distributees,  at any time within the twelve (12) month period following his
death.  Notwithstanding this paragraph (f), no Option may be exercised more than
ten (10) years after the date on which such Option was granted.  For purposes of
this  paragraph  (f),  employment of a holder shall not be deemed  terminated so
long as the holder is employed by, or a director of, a parent or  subsidiary  of
the Company or another  corporation  (or a parent or subsidiary  corporation  of
such  other  corporation)  which  has  assumed  the  Option  of the  holder in a
transaction to which Section 424(a) of the Code is applicable.

         (g)  Acceleration  of Right of  Exercise.  Notwithstanding  the vesting
provisions  of  subparagraph  (d)  above,  but  subject  to  the  provisions  of
subparagraph  (b) above, an Option may be exercised in any amount up to the full
number of shares  covered by the Option  without  regard to the date of grant of
the Option if: (i) a tender  offer or exchange  offer has been made for at least
twenty-five  percent (25%) of the outstanding shares of Common Stock, other than
one made by the Company,  provided that the corporation,  person or other entity
making  such  offer  purchases  or  otherwise  acquires  shares of Common  Stock
pursuant to such offer; or (ii) the  shareholders of the Company have approved a
definitive  agreement (the  "Agreement")  to merge or  consolidate  with or into
another  corporation  pursuant  to which the  Company  will not  survive or will
survive  only as a  subsidiary  of another  corporation  or to sell or otherwise
dispose of all or substantially all of its asses; or (iii) any person, entity or
group,  within the meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange Act
(excluding for purposes of this section any employee benefit plan of the Company
which acquires beneficial ownership of voting securities of the Company) becomes
the holder of  twenty-five  percent (25%) or more of the  outstanding  shares of
Common  Stock.  If any of the events  specified  in this  subparagraph  (g) have
occurred, the Option shall be fully exercisable;  (x) in the event of (i) above,
within a 30-day period  commencing on the date of expiration of the tender offer
or exchange  offer;  or (y) in the event of (ii) above,  within a 30-day  period
commencing on the date of approval by the  shareholders of the Agreement' or (z)
in the event of (iii) above,  within a 30-day period commencing on the date upon
which the Company is provided a copy of Schedule 13D (filed  pursuant to Section
13(d) of the  Exchange  Act and rules and  regulations  promulgated  thereunder)
indicating that any person or group has become the holder of twenty-five percent
(25%) or more of the  outstanding  shares of Common  Stock or, if the company is
not  subject  to  Section  13(d) of the  Exchange  Act,  within a 30-day  period
commencing on the date upon which the Company  receives  written notice that any
person or group  has  become  the  holder  of  twenty-five  (25%) or more of the
outstanding shares of Common Stock.


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         7. Changes in Capitalization; Merger; Liquidation. The number of shares
of Common Stock as to which Options may be granted, the number of shares covered
by each outstanding  Option, and the price per share of each outstanding Option,
shall be proportionately  adjusted for any increase or decrease in the number of
outstanding  shares of Common Stock  resulting from a subdivision or combination
of  shares,   the  payment  of  a  stock  dividend,   or  other  combination  or
reclassification of the Common Stock resulting from a subdivision or combination
of  shares,   the  payment  of  a  stock  dividend,   or  other  combination  or
reclassification  of the Common Stock effected  without receipt of consideration
by the Company.  If the Company shall be the  surviving  entity in any merger or
consolidation,   recapitalization,   reclassification   of  shares  or   similar
reorganization,  the holder of each  outstanding  Option  shall be  entitled  to
purchase  upon any  exercise  of an Option,  at the same times and upon the same
terms and conditions as are then provided in the Option, the number and class of
shares of Common Stock or other  securities to which a holder of the same number
of  shares  of  Common  Stock at the time of such  transaction  would  have been
entitled to receive as a result of such  transaction.  Any such  adjustment  may
provide for the  elimination  of any  fractional  shares  which might  otherwise
become subject to any Option without payment  therefor.  Comparable rights shall
accrue to each holder in the event of successive mergers or  consolidations.  In
the event of any such changes in capitalization of the Company, the Committee or
the Board of Directors may make such  additional  adjustments  in the number and
class of  shares of  Common  Stock or other  securities  with  respect  to which
outstanding Options are exercisable and with respect to which future Options may
be granted as the  committee  in its sole  discretion  shall deem  equitable  or
appropriate,  subject  to the  provisions  of  Section  10.  In the  event  of a
dissolution or liquidation of the Company or a merger or  consolidation in which
the Company is not the surviving  corporation  or in which the Company  survives
only as a subsidiary of another  corporation,  provision  shall be made for each
outstanding Option to become exercisable prior to such dissolution, liquidation,
merger or consolidation,  except to the extent that another corporation or other
legal entity  assumes such Option or substitutes  another  option  therefor in a
transaction  to which  Section  424(a)  of the Code  applies.  In the event of a
change of the  Company's  shares of Common  Stock into the same number of shares
with a different par value or without par value,  the shares  resulting from any
such change shall be deemed to be Common Stock within the meaning of the Plan

         Except as expressly provided in this Section 7, the holder of an Option
shall have no rights by reason of any  subdivision  or  combination of shares of
Common  Stock of any class or the  payment  of any stock  dividend  or any other
increase or decrease in the number of shares of Common  Stock of any class or by
reason of any dissolution, liquidation, merger, consolidation or distribution to
the Company's  shareholders of assets or stock of another  corporation,  and any
issuance by the Company of shares of Common  Stock of any class,  or  securities
convertible into shares of Common Stock of any class,  shall not affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock  subject to the Option.  The existence of the Plan and
the Options  granted  pursuant to the Plan shall not affect in any way the right
or power of the Company to make or authorize any  adjustment,  reclassification,
reorganization or other change in its capital or business structure,  any merger
or consolidation of the company,  any issue of debt or equity  securities having
preferences  or  priorities  as to the Common Stock or the rights  thereof,  the
dissolution or  liquidation  of the Company,  any sale or transfer of all or any
part of its business or assets, or any other corporate act or proceeding.


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         8.  Restriction  on  Issuance  of  Shares.  The  Company  shall  not be
obligated  to sell or issue any shares of Common  Stock  pursuant  to any Option
agreement if such issuance would result in the violation of any laws,  including
the  Securities Act of 1933, as amended (the "1933 Act"),  any applicable  state
securities  laws,  or any  rules  and  regulations  promulgated  by the  Georgia
Department of Banking and Finance  ("Georgia  Department"),  the Federal Deposit
Insurance  Corporation  ("FDIC"),  the Office of the Comptroller of the Currency
("OCC") or the  Federal  Reserve  Board or any  successor  agency of the Georgia
Department, FDIC, OCC or Federal Reserve Board.

         9. Purchase for Investment:  Other  Representations  of Holder.  In the
event  that the  offering  of shares  with  respect  to which an Option is being
exercised  is not  registered  under the 1933 Act, but an exemption is available
which requires an investment representation or other representation, each holder
electing to purchase such shares will be required to represent  that such shares
are  being  acquired  for  investment  and  not  with a  view  to  the  sale  or
distribution  thereof,  and to make such  other  representations  as are  deemed
necessary by counsel to the Company. The Corporation may endorse on certificates
representing  shares delivered pursuant to a Stock Option such legends referring
to  the  foregoing  representations  or  restrictions  or any  other  applicable
restrictions  on  resale  as the  Corporation,  in its  discretion,  shall  deem
appropriate.

         10.  Termination and Amendment of the Plan. The Plan shall terminate on
the date ten years after  adoption of the Plan by the Board of Directors  and no
Option  shall be granted  under the Plan after that date,  but  Options  granted
before  termination of the Plan shall remain  exercisable  thereafter until they
expire or lapse according to their terms.  The Plan may be terminated,  modified
or  amended  by the  shareholders  or the  Board of  Directors  of the  Company;
provided, however, that:

         (a) no such termination,  modification or amendment without the consent
of the holder of an outstanding  Option shall adversely affect his or her rights
under such outstanding  Option,  except the Committee may terminate an Option if
the  employment of the Option holder is terminated  for cause (as defined in the
Option Agreement between the holders and the Company);

         (b) any  modification  or  amendment  that  would  require  shareholder
approval  in order for the Plan to  continue  to meet the  requirements  of Rule
16b-3 or any successor  rule, if Rule 16b-3 or any successor rule is applicable,
or any other legal or regulatory requirements,  shall be effective only if it is
approved by the shareholders of the Corporation in the manner required thereby.

         11.      Miscellaneous

         (a)  Construction.  All Incentive Stock Options to be granted hereunder
are intended to comply with Sections 422 and 424 of the Code, and all provisions
of this  Plan  and all  Incentive  Stock  Options  granted  hereunder  shall  be
construed  in such  manner as to effect  that  intent.  This Plan and all Common
Stock  acquired  by the  exercise of Options  granted  pursuant to this Plan are
intended  to comply  with all  applicable  provisions  of SEC Rule  16b-3 or any
successor  provision under the Exchange Act, and this Plan shall be construed in
such manner as to effect that intent insofar as holders subject to Section 16 of
the Exchange Act are concerned.  In  administering  this Plan, the Committee may
adopt such  requirements as it deems appropriate to comply with Sections 422 and
424 of the Code or SEC Rule  16b-3,  and the Board of  Directors  may amend this
Plan to the extent necessary to comply with such provisions,  subject to Section
10 of this Plan.


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         (b) No Right to Employment.  No person shall have any claim or right to
be granted  an  Option,  and the grant of an Option  shall not be  construed  as
giving any person the right to continued  employment.  Nothing  contained in the
Plan or in any Option granted under the Plan shall confer upon any Option holder
any right  with  respect to the  continuation  of his or her  employment  by the
Company or a subsidiary  corporation or interfere in any such way with the right
of the Company or a subsidiary corporation, subject to the terms of any separate
employment  agreement to the contrary,  at any time to terminate such employment
or to  increase  or  decrease  the  compensation  of the holder from the rate in
existence at the time of the grant of an Option.

         (c) Withholding.  Whenever the Company proposes or is required to issue
or transfer  shares of Common Stock under this Plan,  the Company shall have the
right to require the  recipient to remit to the Company an amount  sufficient to
satisfy any Federal,  state and local withholding tax requirements  prior to the
delivery of any certificates for such shares.

         (d) No Fractional Shares. No fractional shares of Common Stock shall be
issued under the Plan, and cash shall be paid in lieu of any  fractional  shares
in settlement of Options granted under the Plan.

         (e) Governing  Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the State of Georgia.